Ultra Spiderman and the Thundercats
by Autobot Pikachu
Summary: Spiderman is becoming the Ultra Spiderman. He and his friends meet a new girl a hero in training who was found by Nick passed out on the beach with little to no memory. Soon the girl turns Loki from bad to good. This girl knows some very amazing heroes from another dimension of earth. Now what will happen.
1. Chapter 1

_Spiderman is becoming the Ultra Spiderman. He and his friends meet a new girl a hero in training who was found by Nick passed out on the beach with little to no memory. Soon the girl turns Loki from bad to good. This girl knows some very amazing heroes from another dimension of earth. Now what will happen._

chapter 1 Hannah the girl who can change hearts

Spiderman saw there was a new girl at shield she was wearing a strange bracelet. "Spiderman this is Hannah I am making her your responsibility." Nick said.

"Okay," Spiderman said.

Thor was around he was looking for his brother Loki. "Loki has been causing problems." Thor said.

"Was Loki always bad?" Hannah asked.

"No, he wasn't when he was little we were really close. But something happened when we got older and he just wanted to be in control of everything." Thor said.

"Maybe he feels inferior to you," Hannah said.

"Loki never feels inferior." Thor said.

Hannah just sighed and they went into town where Loki was causing mischief. Hannah felt pain in Loki's heart and using her ability to connect with hearts and minds she did that with Loki. "What are you doing?" Thor asked.

"I am connecting with Loki's mind and heart." Hannah said.

Loki saw Hannah in his mind and she heard his thoughts how Loki wished to be strong and brave like Thor how to be loved like him and how he felt to different. "Loki I know how it feels trust me you are not alone I know you can be good." Hannah said.

"How can I be good? I have been bad for so long!" Loki said.

"I know you can do it, just focus on the good qualities you have what your powers can do that bring good." Hannah said.

Then a light surround Hannah and Loki. "What's going on?" Thor asked.

Loki remember all his good memories as a child with his brother and all he did to help his people and all the laughs he had a with his brother. Then there was bright flash and Hannah was now holding Loki's hand. "Thank you Hannah, you are amazing thanks for talking to me, how did you do that?" he asked.

"I don't know from what I can remember from when I first woke up here I could do that, but knowing you and how you felt after all you been through I understand that you will continue to grow." Hannah said.

"Hannah what did you do in that light?" Thor asked.

"That happen when I use powers before when I used on an evil being but only once, the other times the evil being ran off and broke it off leaving me in bad state of shock it took me days to recover. But that one time that one bad person turned to good." Hannah said.

"You think you succeed with him?" Spiderman asked.

"I don't know but we can only find out if he does something good without starting the problem." Hannah said.

They saw something it was Le leap. "Oh no not him again." Spiderman said.

"You know that french bulldog?" Hannah asked.

"Yes, he is crafty one." Spiderman said.

Loki tried to help but only made a mess which allowed Le leap to escape. "OH great I can't do good right," Loki said.

"It was an honest mistake." Hannah said.

They took Loki back to shield where he was handcuffed to a bed. "Come on I used my power and it worked so give him a chance." Hannah said.

"I admit Loki did try to help." Thor said.

"True but he caused damage to the city." Nick said. "But will give him one chance if he does something evil or wrecks the city I will have Thor take him back to Asgard." he said.

"Understood." Thor said.

"Okay then I want all of you to keep an eye on him," Nick said.

They went into the city to patrol. "Okay, we keep an eye out for trouble right?" Loki asked.

"Right and be careful remember what Nick said no destruction." Spiderman said.

There was an alarm bell. "Look it's Grizzly he has this high tech bear suit." Spiderman said.

They went down to stop him. "Loki I think it is best if you just watch okay little brother?" Thor said.

"Fine I guess I better see how it is done." Loki said.

Hannah was trying to help by throwing rocks she knew it would be a bad idea to use her power again it needed time to recharge. Grizzly got thrown back into the alley. "Hey where did he go?" Hannah asked.

Then Grizzly showed up behind Hannah the others didn't see but Loki did. Loki used his magic and got in the dark hit Grizzly in the back with his staff and held him still with magic. "Loki." Hannah said.

"Good work little brother," Thor said.

Spiderman then webbed up Grizzly and Loki used his magic to repair the damage Grizzly caused to the store.

They went back to shield. "Loki saved me and he repaired the damages Grizzly caused." Hannah said.

"Yes and he did it without breaking the deal." Spiderman said.

"I say he did a good job." Thor said.

"Fine he can stay, but he you three's responsibility!" Nick said.

"Well I guess I need to get use to this hero thing," Loki said.

"Yep," Hannah said.

"I hope we don't get more than we bargained for," Spiderman said.

"I hope you know you have behave here so try to keep your mischievous jokes on the down-low." Thor said.

"Okay," Loki said.

Meanwhile certain friends were looking for Hannah.

To be continued.


	2. Chapter 2

chapter 2 the lord of the Thundercats

Spiderman and his friends were outside investigating something strange it was a weird looking symbol. "I feel like I've seen this before and I can read it. It says cats of third earth join to fight on coming evil." Hannah said.

Then a large stone giant appeared. "WHOA!" everyone said.

Then another form appeared it was a humanoid lion. The Stone giant broke apart due to falling into the river and something floated up an land on the bank. "Who are you?" Thor asked.

"I am Lion-o lord of Thundercats," Lion-o said. "I come from this planet in alternate dimension and time. My people settled there along with other animals after a spaceship crash." he said. He picked up somethings he dropped.

"Spidey sense," Spiderman said. "Lord Lion-o you must be careful what you touch over there I have a bad feeling about this," he said.

"I'll be careful, I must be some of this tech Bengali created himself is very delicate." Lion-o said and touched something by accident. Then turned into a bull. "Okay this is embarrassing." he said.

"Loki did you do that?" Thor asked.

"It wasn't me I'm innocent," Loki said.

Lion-o sniffed what he touched. "Loki is telling the truth his scent isn't on this gem. I know who did it," Lion-o said.

"Who Merlin?" Nova asked.

White tiger gave him an elbow.

"Mum-Ra the immortal mummy wizard a servant to the ancient spirits of evil he will stop at nothing at ruling the universe and destroying the Thundercats." Lion-o said. "I need your help okay so someone with hands has to work this tech." he said.

Loki grabbed it. "Turn twice to the right and once to the left." Lion-o said.

Loki did so and they were in third earth. "Cool," Power man said.

Lion-o found his Thundercats. "Boy little brother that is quite a pickle.' Tygra said.

"Yeah, yeah laugh it up Tygra." Lion-o said.

"How are you to brothers?" Thor asked.

"Oh I was found by the king and queen of Thundera when they were expecting Lion-o, I was only four years old I was amnesiac and separated from my clan and family. But now have contact with clan and family but still say Lion-o is my brother." Tygra said.

"I see,' Thor said.

Lion-o and the others found Mum-Ra and prepared to fight. Anet had told Loki that in his heart he had the magic to defeat Mum-Ra at his own game so he had to be ready to fight.

Loki started to use his sorcery and sent Mum-Ra flying and Lion-O was returned to his Lion form. The Loki did something unintentionally when he tried to bring them back home he merged earth with third earth creating fourth earth and changing the timeline but not by much.

Nick was aware of that and scolded Loki. "It was an accident." Loki said.

"Well you must figure out how to fix it." Nick said.

"I will try." Loki said.

"Good," Nick said.

"It's okay I know you will make it right," Lion-o said.

"Thanks Lion-o," Loki said.

Hannah was puzzled how she knew what the symbol was and what writing said. She was really confused.


	3. Chapter 3

chapter 3 who I really am

Hannah had just turned seventeen and she was now getting along fine with her Thundercats friends. The people of earth were getting along with the anthropomorphic animals. But Hannah felt a little weird now. She touched her arms and she felt fuzz all over them. "This is weird," she said.

She opened her mouth and saw sharp canine teeth appearing. "Oh my, this is getting freaky," Hannah said.

"What is getting freaky?" Loki asked.

"Look I am getting fur! And claws and canine teeth like a cat!" Hannah said.

Loki took a look. "You're right," Loki said.

"Yes, What am I going to do?" Hannah asked.

"I can probably find out what is wrong," Loki said. He began doing research in the book of omens. The others saw what was going on with Hannah.

"I found it," he said.

"Did you find out what is wrong with Hannah?" Iron fist asked.

"Yes, Hannah is not a human but a third earth cat when she arrived here as a young child she took the form of a human and now she is taking her true form as a cat it says here that happens when they are a teenager in their late teens. A cat is taking over her body." Loki said.

"Hannah we can help with your transformation." Lion-o said.

Lion-o helped Hannah with the sword of omens and their stood a white lioness in place of the human. "I remember everything even my own name my name is Liosia." she said. "Thank you all of you for your help," she said.

"No, problem you help us," Loki said.

"Now we can focus on the save the world thing." Spider-man said.

"Yes, because we have New York bad guys to worry about and Mum-Ra," Lion-o said.

"Wait a a minute I know how to fix this," Loki said.

"All we have to do is connect my scepter with the sword of omens and chant the spell I did to bring us home." Loki said.

They did so and things turned back to normal. Now third earth and earth were separate. "Loki you fixed it, and look at this thing on the shield tricarrier it's a portal to third earth." Lion-o said. "Here Bengali made this communicator if you need our help or we need yours just call us." he said. "We will come for long visits to and to train. count on it," he said. "Liosia you will stay here and help with the training here you know a lot more about this earth then we do, see all of you real soon," he said.

All the Thundercats left.

"This was really cool," Nova said.


	4. Chapter 4

chapter 4 the asgardian hero of third earth

Today they got a call from Lion-o. "We need your help the sharks are having a problem that Loki's sorcery can solve." Lion-o said.

"We are on our way." Spiderman said. "Guys looks like we are headed for third earth." he said.

They found themselves in the tiger shark village. "See this, Mum-Ra and his troops have caused a lot of trouble we must help them," Tygra said.

"Yes or we will have more trouble." Bengali said.

"I will help in any way that I can," Loki said.

"Good, we must start by working on this," Cheetara said.

They began to help the sharks and Mum-Ra appeared and attack. Loki and came forward and used his sorcery. "Stop Mum-Ra you will not harm these sharks and take away all they have, I will protect my friends and these innocents." Loki said.

"I will make you feel useless, Loki you will know what it is like to feel helpless." Mum-Ra said. He cast an ancient spell and it hit Loki.

"Argh!" Loki groaned.

Mum-Ra escaped after that. "Loki are you alright?" Thor asked.

"Thor I can't see, I'm blind!" Loki said. Loki was blind his eyes were white.

"Loki we are here." Lion-o said.

They went to find the shark king. The shark prince came up. "My father's scepter has healing powers he went on mission under the waves we just have to go find him, I know where he went," he said.

Loki used his magic to give them the power to breathe underwater. "Now let's go," the shark prince said.

"Hold on to me brother," Thor said.

"I will," Loki said.

They were looking in the ocean and went and went into an underwater tunnel. The shark king was there. "Son what's wrong?" he asked.

"Father, Mum-Ra attacked our village and one of the heroes from the alternate time line we heard about used his magic to fight him and he needs help." the shark prince said.

The shark king took a look. "What happened?' the shark king asked Loki.

"I was fighting to protect your people and my friends and Mum-Ra cursed my eyes." Loki said.

"The magic is strong, but my coral scepter can heal you, because of the coral and the healing sea star jewel on top. It will absorb the sun's rays and I will reflect them into your eyes. It will bring back your sight," he said. Suddenly a cave in started and the shark king was badly hurt.

They swam to the surface. "What are we going to do there will probably be enough power to heal one of you," White tiger said.

"I know I need my eyes but the sharks need their king more. So the shark deserves to live!" Loki said and used the power of the scepter to heal the king.

"Thank you Loki," the shark prince said.

Then the scepter and the sword of omens granted Loki stronger magically abilities as reward for being selfless and sacrificing his sight.

Anet took a look. "The spell is strong but Loki because you have stronger magic now you can heal yourself. You can feel stuff all around you just magically charge some thing and put it on your eyes." he said.

Loki grabbed some mud and magically charged it and placed it on his eyes. Then wiped it off and opened them his eyes were once again an emerald green.

"Loki I am proud of all that you did today brother you are becoming a fine hero," Thor said.

"Thanks brother I have good teacher," Loki said. Then the brothers hugged.

The heroes returned to earth bidding the Thundercats farewell until next time.


	5. Chapter 5

chapter 5 the battle within a heart

By the time they returned to shield Loki felt sick. "Loki I am very proud of you today brother, you are starting to become a fine hero," Thor said.

Loki gripped on to a table. "I feel strange," he said. Then he collapsed.

"Loki!" Thor said and rushed to his aid.

Loki was laying in his bed with everyone looking at him concerned. "I can tell this is not a physical ailment. Loki is having a fight between good and evil within his heart. If the good Loki triumphs he will be the great hero he is meant to be." Iron fist said.

Thor kept a watch by Loki's bedside. Loki opened his eyes and saw Thor wiping his forehead. "You are burning up brother." Thor said.

"I'm thirsty." Loki said.

Thor grabbed a glass and brought it to Loki's lips. Loki drank two large gulps of water. Then he was once again laying in bed again. He rolled over and started to cough. He fell asleep.

Loki began to dream.

 _Loki was in the palace of Asgard. There were two mythical creatures were with him. One was a dragon that represented an evil being and a Storm bird the represented his brother Thor. He was reading a book. "It is getting late prince Loki will you be retiring soon?" the dragon asked._

 _"But I'm not sleepy." Loki stated._

 _"Just go to sleep," the dragon said._

 _"Loki don't trust the dragon!" the storm-bird said. The storm-bird was aware of the dragon's intentions._

 _"He's just being over concerned, just go to sleep." the dragon said._

 _The storm-bird came towards Loki. "Loki trust me you must get out of here because you are in serious danger!" the storm-bird said._

 _Then everything became very dark. Then the storm-bird disappeared. Then dragon appeared. "Sleep just like your mother!" it said attacking._

Loki groaned and gripped the bed. Thor soon fell asleep too.

Loki began to dream again. He saw himself as a horrid frost giant from his cursed birth. He gasped woke up and saw his asgardian skin. He sighed and laid back down.

The next day everyone was up. Nova made oatmeal and Loki came in. "Hey Loki glad to see your feeling better." Thor said.

"What's cooking?" Loki asked.

"Oatmeal it's an earth food, I don't know if you'll like it," Nova said.

"I don't mind trying new food." Loki said and tried some. "Not bad, you are a wonderful cook," he said.

Loki was now a wonderful new person.


	6. Chapter 6

chapter 6 Primal cat

Liosia and the others where trying to stop a new villain called Barbarian. He and Liosia crashed into some chemicals. "Are you alright?" Iron fist asked.

"Yes I'm fine just filthy." Liosia answered. "Hey where did Barbarian go?' she asked.

"He must've escaped." White tiger said.

Liosia then growled and stalked off.

The next day the carrier Liosia was acting odd. "Listen I am lion! Eating meat, the scratching, the climbing and attacking is what I do!" Liosia said. She bumped into Loki.

"Oh sorry," he said.

"Aw put a sock in it!" she said.

"Hey I'm trying to be polite," Loki said. "Did you wake up on the wrong side of the bed?' he asked.

"Just keep that trap shut, I am heading for my room now," she said then stormed into our room. She began to kick and wreck her room. It was late at night now. Then she felt pain. "Argh what is happening to me?" she asked curling up on the ground. She began growling her clothes started to rip. She was crying out.

Loki heard her. "Liosia?" he asked. He opened the door and gasped.

"Hey where's Liosia and Loki?" Thor asked.

They started to search and saw a lion like creature and Loki was it's mouth. They began to fight then it changed into Liosia who was passed out. In shield Liosia saw Loki recovering in a bed.

"I did that to him I wouldn't do it," Liosia said.

"He was in your teeth," Nova said.

"Liosia if you remember tell us." Spiderman said.

Liosia changed back ran off. They chased her and Thor stayed with Loki. Liosia was in the sewer and they began to fight her.

Loki woke up. "Loki, Liosia won't hurt you again," Thor said.

"No, she saved me," Loki said.

"What? Tell me what happened." Thor said. Loki began to explain.

Another werecreature came and Liosia fought it off and defeated it she was trying to protect them. They changed back it was Liosia and Barbarian.

Liosia was given a shot by shield and she was fine. Loki came up to her. "I don't remember what happened so it was Barbarian who attacked you?" Liosia asked.

"Yes he came looking for you but attacked me instead and you came to my rescue, you may be a cat but you are a hero, I know you will help us. Just don't worry about what happened shield gave you the cure?" he asked.

"Yes, and sorry for the rude commits it must been because I was feeling weird about what happened and the primal side of me being a lion." Liosia said.

"Yes but I know you will always be my friend." Loki said.


End file.
